Dear shareholders,

The Company has filed its Report on Form 10-Q with the SEC for the quarterly period ended September 30, 2012 (the “10-Q Report”). To view the entire filing of the 10-Q Report, follow this link:

http://www.sec.gov/Archives/edgar/data/820600/000101376212002220/form10q.htm

Management has referred us to the following excerpts from the 10-Q Report:

On September 5, 2012, management met to discuss the Omagine Project with Her Excellency Maitha and several newly appointed members of her staff including MOT’s new Director of General Planning. The meeting was quite cordial and businesslike and centered on a discussion of Omagine LLC’s July 1, 2012 letter to, and meeting with, the Minister of Tourism.

Her Excellency acknowledged the past delays, stated that her new staff had some questions, and assured us that MOT’s intent was to deal with the Omagine Project DA in a forthright and expeditious manner. Mr. Drohan suggested an early October signing date for the DA and Her Excellency responded that “she wanted her staff questions to be resolved and perhaps National Day (November 18) would be more appropriate”. Notwithstanding this comment by Her Excellency, no firm signing date for the DA was agreed.

With respect to the discussion of our July 1, 2012 reply letter to the Minister, we made several references during the meeting to the Development Agreement and to the shareholder agreement among the Omagine LLC shareholders (“Shareholder Agreement”).

A staff member in attendance stated that MOT did not have a copy of the Shareholder Agreement. This was incorrect. We explained to Her Excellency that Omagine LLC had delivered a copy of the Shareholder Agreement to MOT in June 2011 and we then offered to deliver another copy to MOT by the following Saturday, September 8th. Her Excellency was pleased with this, asked that we deliver it personally to her, and directed her staff to give us a written reply the next day (September 9) outlining any remaining issues that MOT needed to be resolved before the DA signing.

Shortly after the conclusion of the meeting on September 5th, we received an email from Her Excellency’s staff stating that upon receipt by MOT of the Shareholder Agreement on September 8th, MOT would “send you a letter holding details of our requirements on Wednesday the 12th of September, 2012 instead of Sunday the 9th“. We delivered a copy of the Shareholder Agreement to Her Excellency, the Under-Secretary on September 8th and eleven days later on September 19th we received a letter (the “MOT Letter”) from MOT.

The MOT Letter requests us to deliver a letter to MOT signed by all the shareholders of Omagine LLC specifying that we will not transfer the project without MOT’s approval and a second letter also signed by all the shareholders of Omagine LLC specifying that Omagine LLC will be transformed into Omagine SAOC (a joint-stock company) with the same shareholders as Omagine LLC.

The matters in the MOT Letter are purely of a clerical or legal process nature and, other than the timing of the Transformation, do not constitute or include any matter requiring further negotiation or resolution between the parties.

On September 24, 2012, unsigned drafts of the two simple letters were sent by us to MOT to obtain their prior approval to the language so that no matter in the letters could be later contested by MOT.

On October 1, 2012, in response to our September 30th follow-up, we were notified by email that MOT was still reviewing the drafts.

On October 2, 2012 our attorney spoke to H.E. Maitha who again reiterated her desire to move the DA process to a rapid conclusion and also promised that she would expedite the approval of the drafts with her staff.

On October 13, we received some immaterial suggested changes to the drafts from MOT.

Later that day on October 13, we notified MOT that we accepted all their suggested changes and promptly signed the letters on behalf of Omagine, Inc., had CCC-Oman sign on behalf of CCC-Oman and sent it to Athens where it was signed by CCC-Panama.

On October 23rd, we met with RCA and delivered the two letters (signed by CCC and the Company), for signature by RCA whereupon RCA objected to the one letter requiring the Transformation into a joint-stock company before the DA signing. RCA (correctly) stated that this was unnecessary and would merely delay the DA signing. The RCA representative immediately called H.E. Maitha who was unavailable at the time. The eight day EID holiday followed after this.

On November 6th and November 15th we spoke to the RCA representative who informed us that he had not yet heard back from H.E. Maitha but that he would contact her after the National Day holidays which ended on November 24, 2012.

On November 14th we provided MOT with further copies of the Omagine masterplan and other supporting documents which they had requested although these documents and plans were previously provided to the previous MOT staff.

We are awaiting the outcome of the discussions between MOT and RCA relative to the timing of the Transformation before we can advance the project further

The transformation of Omagine LLC into Omagine SAOC is a straightforward legal, clerical and bureaucratic exercise and we have begun this process. Unlike the two letters mentioned above however (the delivery of which is completely within the control of the Omagine LLC shareholders), the corporate transformation requires an amendment to the Shareholder Agreement and a modification to the timing of portions of the investments by the Omagine LLC shareholders because under Omani law joint stock companies require a minimum capitalization of 500,000 Omani Rials and limited liability companies require a minimum capitalization of only 150,000 Omani Rials. In addition, various legal documentation, board resolutions, filings with the Ministry of Commerce & Industry, and announcements in local newspapers are required. Although we have begun the legal documentation process, the remainder of this process cannot now begin until after we receive clarification of the outcome of the MOT / RCA discussion regarding the timing of the Transformation.

It is unclear at the moment whether MOT will agree with RCA and sign the DA prior to the corporate transformation of Omagine LLC into Omagine SAOC. What is clear is that there is no legal barrier to its doing so. We may still have to finalize the transformation of Omagine LLC into Omagine SAOC (a joint stock company) before signing the DA. We are seeking clarification on this matter from both MOT and RCA.

Management remains optimistic that the Government will soon memorialize its agreement to the Final DA in a signed written document but until the aforementioned clarification regarding the Transformation is received from RCA and MOT, we are unable to project a likely signing date. Notwithstanding the foregoing, we caution investors that we are unable at this time to give any assurances whatsoever that the DA will actually be signed by the parties until the parties actually sign the DA. Indeed, past experience strongly indicates that caution should be exercised in making any such assumptions until the DA is actually signed by the parties.

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In early 2011 His Majesty, the Sultan made changes in various ministries in the Government, including appointing a new Minister of Tourism to fill the vacancy caused by the passing in early 2011 after a long illness of the first Minister of Tourism. That second Minister of Tourism was replaced by a third Minister of Tourism two months later in May 2011 and that third Minister of Tourism was replaced by a fourth Minister of Tourism - the present Minister - in March 2012. Since the Final DA was approved by all parties in mid-2011, management is presently of the opinion that these multiple ministerial changes at the Ministry of Tourism undoubtedly had a delaying impact on the signing of the DA. After meeting with the new Minister of Tourism, His Excellency Al-Mahrizi on July 1, 2012, management remains hopeful that, if the Transformation is not required to be accomplished prior to signing the DA, then the DA will likely be signed in December of 2012. If however the Transformation is required to be accomplished prior to signing the DA, then the DA will not be able to be signed until sometime late in the first quarter of 2013.

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